Certain Board Findings. The Board of Directors of the Company, at a meeting duly called and held, (i) has determined that this Agreement and the transactions contemplated hereby, including the Merger, and the issuance of shares of Company Common Stock pursuant to the Merger, are advisable, fair to and in the best interests of the Company and the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and (iii) has resolved to recommend that the stockholders of the Company entitled to vote thereon adopt this Agreement at the Company Stockholders Meeting.
Certain Board Findings. The ILG Board, at a meeting duly called and held, unanimously adopted resolutions (i) approving this Agreement and the consummation of the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement and the transactions contemplated hereby are fair to, and in the best interests of, ILG and its shareholders, (iii) directing that the ILG Share Issuance be submitted to the shareholders of ILG for approval, and (iv) recommending that ILG’s shareholders approve the ILG Share Issuance (the “ILG Recommendation”).
Certain Board Findings. The Grizzly Board, at a meeting duly called and held, (i) has determined that this Agreement and the transactions contemplated hereby, including the Merger, and the issuance of shares of Grizzly Common Stock pursuant to the Merger (and, to the extent applicable, the transactions contemplated by Schedule 8.3(e)), are advisable, fair to and in the best interests of Grizzly and the stockholders of Grizzly, (ii) has approved this Agreement and the transactions contemplated hereby, including the Merger (and, to the extent applicable, the transactions contemplated by Schedule 8.3(e)), and (iii) has resolved to recommend that the stockholders of Grizzly entitled to vote thereon vote in favor of the approval of the issuance of shares of Grizzly Common Stock pursuant to the Merger at the Grizzly Stockholders Meeting (and, to the extent applicable, the transactions contemplated by Schedule 8.3(e)) (the “Grizzly Recommendation”).
Certain Board Findings. The Miami Board, at a meeting duly called and held, unanimously adopted resolutions (a) approving this Agreement and the consummation of the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement, (b) determining that the terms of the Agreement and the transactions contemplated hereby are in the best interests of, Miami and its shareholders taken as a whole, (c) to call, as soon as practicable following approval of the Circular by the UK Listing Authority, a general meeting of Miami and directing that the resolutions required under the Miami Shareholder Approval are circulated (along with relevant documentation) to Miami shareholders for their consideration and approval at such meeting and (d) recommending that Miami’s shareholders vote in favor of the resolutions required under the Miami Shareholder Approval (the “Miami Recommendation”).
Certain Board Findings. The Board of Directors of each of Forest and Spinco, by unanimous written consent or at a meeting duly called and held, has approved this Agreement and each other Transaction Agreement.
Certain Board Findings. The Board of Directors of the Company, at a meeting duly called and held, (i) has determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and (ii) has resolved, subject to Section 6.11, to recommend the adoption of this Agreement by the stockholders of the Company.
Certain Board Findings. (a) The Utah Board, at a meeting or meetings duly called and held on or prior to the date hereof, has (i) determined that the Combination and the other transactions contemplated by this Agreement are in the best interests of Utah and its business, taking into account the interests of the shareholders, creditors, employees and other stakeholders of Utah, (ii) approved this Agreement and Utah’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (iii) resolved to make the Utah Recommendation, subject to Section 8.11.
(b) The Utah Newco Board, (i) determined that it is in the best interests of Utah Newco and its business, taking into account the interests of its sole shareholder and other stakeholders, to enter into this Agreement, and (ii) approved this Agreement and Utah Newco’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, in each case upon the terms and subject to the conditions stated herein.
(c) The Utah Newco Sub Board, (i) determined that it is in the best interests of Utah Newco Sub and its business, taking into account the interests of its sole shareholder and other stakeholders, to enter into this Agreement, and (ii) approved this Agreement and Utah Newco Sub’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, in each case upon the terms and subject to the conditions stated herein.
Certain Board Findings. The Chicago Board, at a meeting duly called and held, unanimously adopted resolutions (i) approving this Agreement and the consummation of the transactions contemplated hereby upon the terms and subject to the conditions set forth in this Agreement, (ii) determining that the terms of the Agreement and the transactions contemplated hereby are fair to, and in the best interests of, Chicago and its shareholders, (iii) directing that the Chicago Share Issuance be submitted to the shareholders of Chicago for approval, and (iv) recommending that Chicago’s shareholders approve the Chicago Share Issuance (the “Chicago Recommendation”).
Certain Board Findings. The Board of Directors of PPC, at a meeting duly called and held, (i) has approved this Agreement and the other Transaction Agreements and (ii) has determined that the Transaction Agreements and the transactions contemplated hereby and thereby, taken together, are fair to, and in the best interests of, PPC and the holder of its capital stock.
Certain Board Findings. The Board of Directors of Quaker State, at a meeting duly called and held, (i) has approved this Agreement, (ii) has determined that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are fair to, and in the best interests of, the stockholders of Quaker State and (iii) has resolved to recommend that the stockholders of Quaker State entitled to vote thereon adopt this Agreement, subject to Section 6.11(b).
